Mergers & Acquisitions

  • May 13, 2021

    Paper Source Gets OK For $92M Ch. 11 Sale To B&N Owner

    Artisanal stationery retailer Paper Source Inc. on Thursday won approval from a Virginia bankruptcy judge to sell its entire business for nearly $92 million to the owner of the Barnes & Noble bookstore chain.

  • May 13, 2021

    Kirkland, Ellenoff Guide Biotech SPAC's $200M IPO

    A blank-check company seeking to combine with a health care business that has the capacity to develop new drug therapies and technologies told regulators Thursday it plans to raise $200 million in an initial public offering guided by Kirkland and Ellenoff Grossman.

  • May 13, 2021

    Deals Rumor Mill: Full Truck Alliance, A-Rod, Vice Media

    China’s Full Truck Alliance could be worth $20 billion after an IPO, Alex Rodriguez and an entrepreneur might pay $1.5 billion for two Minnesota basketball teams, and a proposed SPAC merger could value Vice Media at about $3 billion. Here, Law360 breaks down these and other deal rumors from the past week that you need to be aware of.

  • May 13, 2021

    Cooley, Fenwick Craft $425M Merger Of Health Care Fintechs

    Private equity-backed Cedar will pay $425 million to acquire fellow health care-focused fintech platform provider OODA Health, the companies said Thursday, in a deal stitched together with help from respective legal advisers Cooley LLP and Fenwick & West LLP.

  • May 13, 2021

    Facebook Loses Appeal Over CMA's Giphy Merger Probe

    An appeals court has tossed Facebook's challenge to restrictions imposed by U.K. antitrust enforcers as they investigate its purchase of Giphy Inc., saying on Thursday that the continuing restraints are a problem of the tech giant's own making

  • May 12, 2021

    EU Will Review Facebook's Kustomer Deal After Requests

    European enforcers said Wednesday they will review Facebook's planned purchase of customer relationship management service provider Kustomer after receiving requests from nearly a dozen national authorities to probe the deal.

  • May 12, 2021

    Yahoo Sale Spurs New Patent Holder Bid For $749M Reserve

    A patent holder that lost a bid this month to force former Yahoo owner Altaba to establish a $749 million infringement reserve asked the Delaware Chancery Court on Tuesday to reconsider in light of Verizon's recently revealed plans to sell Yahoo to Apollo Global Management.

  • May 12, 2021

    Dyal Tells Del. Justices Sixth Street Seeks A 'Lowball Buyback'

    An attorney for Dyal Capital Partners told Delaware's Supreme Court Wednesday that Sixth Street Partners was maneuvering for a "lowball buyback" when it launched a failed fast-track Chancery Court bid to block a $12.5 billion Dyal-Owl Rock Capital Corp. merger earlier this year.

  • May 12, 2021

    PureCycle Allegedly Misled Investors Ahead Of SPAC Tie-Up

    A proposed class of investors is accusing Florida plastic recycling company PureCycle of misleading them about its technology and financial projections, as well as its access to raw materials, as it went public through a merger with a blank-check company earlier this year.

  • May 12, 2021

    Flyers Elevate Merger Case From Bankruptcy To District Court

    Customers in a long-running challenge to the merger of American Airlines and US Airways have asked a New York district court to revive their case after losing a rare bench trial in bankruptcy court on their antitrust claims, contending the bankruptcy judge ignored key precedent.

  • May 12, 2021

    Del. Justices Warned Of 'Frankenstein' Risk In Appraisal Fight

    An attorney for stockholders fighting a Delaware Chancery Court finding that they signed away rights to a post-merger stock appraisal before an allegedly lowball sale told Delaware's Supreme Court on Wednesday that failure to reverse the decision could lead to the creation of "Frankenstein corporations."

  • May 12, 2021

    Big Tech Critic Lina Khan Clears Senate Panel For FTC Seat

    A U.S. Senate panel on Wednesday approved the nomination of progressive academic and Big Tech adversary Lina Khan to the Federal Trade Commission, bringing the agency one step closer to a Democratic majority.

  • May 12, 2021

    5 Firms Guide CD&R's £2.6B Bet On UDG

    Private equity firm Clayton Dubilier & Rice LLC said Wednesday it was buying health care advisory and pharmaceutical services business UDG for £2.6 billion (about $3.7 billion) in a deal led by five law firms including Clifford Chance and Freshfields.

  • May 12, 2021

    Holland & Knight Snaps Up Former SoftBank Deputy GC

    Holland & Knight announced on Wednesday it has added the former deputy general counsel of SoftBank's Latin American Fund to its Miami office.

  • May 12, 2021

    Latham, V&E Steer SPAC Deal For $2.3B Electric Scooter Co.

    Electric scooter startup Bird will hit the public markets at an enterprise value of $2.3 billion by merging with a special purpose acquisition company, in a deal put together with assistance from respective legal advisers Latham and Vinson & Elkins, the companies said Wednesday.

  • May 12, 2021

    Hertz Ch. 11 Auction Ends With $6B Knighthead Winning Bid

    Bankrupt car rental giant Hertz Global Holdings announced Wednesday that an investment group led by Knighthead Capital Management and Certares Opportunities won a Chapter 11 auction to fund the debtor's reorganization, ending a weekslong competition among eager funding sources.

  • May 12, 2021

    Aon Floats $3.5B Disposal After Probe Into Willis Merger

    Aon PLC cleared the path for regulatory approval in Europe of its $30 billion merger with Willis Towers Watson on Wednesday, proposing the sale of a key business unit to insurance rival Arthur J. Gallagher & Co. for $3.57 billion.

  • May 11, 2021

    Tesaro Directors Slam 'Innuendo' In Del. Suit Over $5.1B Sale

    A class of Tesaro stockholders seeking damages for an allegedly underpriced $5.1 billion sale of the cancer drugmaker in 2018 came to Chancery Court with a suit "heavy on innuendo and speculation" but short of facts, an attorney for the company's board told a Delaware vice chancellor Tuesday.

  • May 11, 2021

    Judge Calls Facebook's Bid To Toss Enforcer Cases 'Serious'

    The D.C. district court judge overseeing antitrust suits against Facebook from state and federal enforcers said Tuesday that it's too early to discuss discovery, especially since the social media giant raised "serious challenges" to the cases with its dismissal bids.

  • May 11, 2021

    Dem Commissioner Blasts 'Pro-Merger' Pharma Stance At FTC

    A Democratic member of the Federal Trade Commission skewered what he considers the agency's lax view toward confronting Big Pharma mergers to prevent possible antitrust violations, calling Tuesday for an aggressive new enforcement approach to the industry.

  • May 11, 2021

    6 Firms Advise On Paper Excellence's $2.8B Domtar Deal

    Canadian paper manufacturer Paper Excellence plans to buy South Carolina-based Domtar Corp. for nearly $2.8 billion, the companies said Tuesday, in a deal guided by six law firms.

  • May 11, 2021

    Boral Spurns $6B Valuation In Seven Group's Take-Private Bid

    Multinational construction materials manufacturer Boral Ltd. urged its stakeholders Tuesday to reject what it called an "opportunistic" bid from Australian investment group Seven Group Holdings Ltd. to buy out the rest of its shares in a deal valuing it at AU$7.9 billion (US$6.2 billion).

  • May 11, 2021

    3 Firms Steer Mortgage Tech Co.'s $7.7B SPAC Deal

    Mortgage and real estate startup Better said Tuesday that it plans to hit the markets at a post-money equity value of about $7.7 billion through a merger with a special purpose acquisition vehicle steered by Sullivan & Cromwell, Baker McKenzie and Ropes & Gray.

  • May 11, 2021

    Kirkland, Simpson Thacher Rep $2.1B Coating Biz Buy

    Private equity-backed Prince International said Tuesday it's buying materials coating business Ferro for $2.1 billion in cash before pursuing a three-way tie-up with a fellow American Securities portfolio company, in a deal guided by Kirkland and Simpson Thacher.

  • May 11, 2021

    Ginkgo Bioworks Valued At $15B In SPAC Deal Led By 3 Firms

    Ginkgo Bioworks will hit the public markets at a pre-money valuation of $15 billion by merging with a special purpose acquisition vehicle backed by former Metro-Goldwyn-Mayer Studios and CBS executives, the companies said Tuesday, in a deal built by Latham, Wachtell and White & Case.

Expert Analysis

  • What UK's New Merger Controls Mean For Private Equity

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    Expansive notification and approval requirements under the U.K.’s new merger control regime — the National Security and Investment Act — along with a lack of clarity about when they go into effect, pose unique challenges for private equity sponsors, as well as their investors and portfolio companies, say attorneys at Kirkland.

  • Assessing SPAC Risk After SEC Pumps Brakes On Market

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    The current lull in special purpose acquisition company activity following the U.S. Securities and Exchange Commission's recent risk advisories offers SPAC parties an opportunity to ramp up due diligence on targets and to evaluate prior accounting of warrants to ensure regulatory compliance, say Julie Copeland and Ellen Graper at StoneTurn.

  • Virus-Related Chancery Rulings Show High Bar For M&A Exits

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    Two recent Delaware Chancery Court decisions concerning attempts to cancel acquisitions amid COVID-19 show the importance of deal language in the pandemic era, particularly where material adverse effect and ordinary course covenants are concerned, say attorneys at Fried Frank.

  • Judge's Rebuke Of Mass. AG Has Lessons For All Attorneys

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    A Massachusetts federal judge’s recent rebuke of the state Attorney General’s Office for refusing to respond to discovery requests in Alliance for Automotive Innovation v. Healey highlights six important considerations for attorneys who want to avoid the dreaded benchslap, say Alison Eggers and Dallin Wilson at Seyfarth.  

  • Font Considerations To Give Your Legal Briefs An Edge

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    Following the D.C. Circuit’s recent notice discouraging use of the font Garamond in legal briefs, Jason Steed at Kilpatrick looks at typeface requirements and preferences in appellate courts across the country, and how practitioners can score a few extra brief-writing points with typography.

  • Make Profitability Management Part Of Your Law Firm Culture

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    As the legal industry continues to change in the post-pandemic world, law firms should adapt to client demands by constantly measuring and managing the profitability of their services, says Joseph Altonji at LawVision.

  • Drafting Clearer Patent Claims After Fed. Circ. L'Oreal Ruling

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    The Federal Circuit recently employed a flexible standard for constructing Olaplex's hair care patent claims in a case against L'Oreal, but more precise claim drafting could have avoided altogether a problem with claims for component amounts in product formulations, says Philip Hamzik at Wolf Greenfield.

  • 4 Trends In Discoverability Of Litigation Funding Documents

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    Recent rulings shed light on how courts and international arbitration tribunals decide if litigation funding materials are discoverable and reaffirm best practices that attorneys should follow when communicating with funders, say Justin Maleson at Longford Capital and Michele Slachetka and Christian Plummer at Jenner & Block.

  • Expect Increasing Scrutiny Of Wage-Fixing, No-Poach Deals

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    Employers can expect more actions against wage-fixing or no-poach agreements as the U.S. Department of Justice's Antitrust Division cracks down on labor market collusion, so companies should consider tailoring these agreements on their scope, duration and definition of nonsolicitation, say attorneys at Duane Morris.

  • 7 Lessons For Young Lawyers Starting Their Careers

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    This year's law graduates and other young attorneys must recognize that the practice of law tests and rewards different skills and characteristics than law school, and that what makes a lawyer valuable changes over time, says Vernon Winters, retired partner at Sidley.

  • How Justices' AMG Ruling Affects Privacy And Cybersecurity

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    The U.S. Supreme Court's recent ruling in AMG Capital Management v. Federal Trade Commission removes the regulator's ability to seek monetary damages that discouraged privacy and cybersecurity breaches, and as a result, companies should reassess their exposure in these areas, say attorneys at Orrick.

  • High Court Blow To FTC Restitution Could Be Temporary

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    The U.S. Supreme Court's recent decision to roll back the Federal Trade Commission's power to seek monetary relief in AMG Capital will likely be met with legislative action to restore the agency's authority, or efforts to obtain restitution in other ways, say Bruce Hoffman and Nico Banks at Cleary.

  • Pharma Cos. Can Expect Harsh Antitrust Scrutiny From Biden

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    For pharmaceutical company mergers and acquisitions, increased antitrust scrutiny under the Biden administration, combined with international coordination of review and enforcement, will likely translate into longer, more in-depth and more expensive merger reviews, say attorneys at Faegre Drinker.

  • How SPACs Can Avoid Failed China Reverse Mergers 2.0

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    As red-hot special purpose acquisition companies hungry for de-SPAC transactions set their sites on Asia, practitioners can look to the failed Chinese reverse mergers of the early 2000s for lessons about regulation, due diligence and misrepresentation, say attorneys at Baker McKenzie.

  • The Pandemic's Bright Spots For Lawyers Who Are Parents

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    The COVID-19 crisis has allowed lawyers to hone remote advocacy strategies and effectively represent clients with minimal travel — abilities that have benefited working parents and should be utilized long after the pandemic is over, says Chelsea Loughran at Wolf Greenfield.

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